Pursuant to applicable legal and regulatory provisions, this section sets out the compensation policy for corporate officers for the 2025 financial year as well as the items of compensation for corporate officers for the 2024 financial year.
It should be noted that the General Shareholders’ Meeting of May 29, 2024 adopted the change in the Groupe’s management method, which established a Board of Directors in place of the Management Board and the Supervisory Board. Thus, at the end of the General Shareholders’ Meeting of May 29, 2024:
The compensation policy for corporate officers is determined by the Board of Directors on the basis of proposals from the Compensation Committee. Pursuant to the law, the General Shareholders’ Meeting will be asked to vote on this policy at least once a year, as well as whenever there is a major change to the compensation policy.
The Compensation Committee plays a key role in determining the compensation policy and the individual decisions. In this regard, the Compensation Committee meets at least once a year to review the compensation policy for corporate officers, confirm the performance results for the financial and non-financial objectives from the previous year and determine the new performance criteria and objectives for the current year. To this end, the Compensation Committee relies in particular on the elements prepared and presented by the Secretary General and also on the analyses carried out by independent compensation experts. It specifically looks at past practices in terms of the compensation of corporate officers and looks at external benchmarks, as well as the terms and conditions of compensation and employment of employees and other executives within the Groupe. In addition, the Compensation Committee takes various measures to avoid or manage conflicts of interest. Chaired by an independent member and composed of 100% independent members in 2024 (see Section 3.1.4.3 “Compensation Committee”), it ensures the application of the Board of Directors’ internal rules and regulations, notably by asking its members to report any conflicts of interest and, if such a conflict arises, by verifying that the persons concerned abstain from participating in debate or the vote on the matter, that they do not request or communicate any information relating thereto, or that they resign from their position (see Section 3.1.1.6 “Ethics of corporate officers”). The resulting policy is then submitted to the Board of Directors before being voted on by the General Shareholders’ Meeting. During this meeting, when the functions of Chief Executive Officer and Chairman of the Board of Directors were combined, the Lead Director exceptionally chairs the discussions relating to the review of the performance and compensation of the Chair and Chief Executive Officer.
The principles of the compensation policy applicable to corporate officers, subject to approval by the General Shareholders’ Meeting on May 27, 2025, are also intended to apply to newly appointed corporate officers or those who are reappointed at the General Shareholders’ Meeting. For the latter, the Board of Directors is nevertheless authorized to temporarily decide certain adjustments in order to take into account, in particular, their profile and their experience. Where an executive corporate officer has been hired from outside the Groupe, the Board of Directors may decide to compensate, in whole or in part, the benefits forgone on leaving the previous employment. The Board of Directors will decide, on the advice of the Compensation Committee, to the extent strictly required by the situation and only with respect to those points of the current compensation policy that are clearly inappropriate to the situation of the newly appointed executive/corporate officer.
The compensation policies for the Directors and the Chair and Chief Executive Officer are set out respectively in Sections 3.2.2.1 and 3.2.3.1 below.
